D208298230

Electronically Recorded Tarrant County Texas

Official Public Records 2008 Jul 31 02:15 PM

D208298230

Fee: $ 20.00
Submitter: SIMPLIFILE 2 Pages

NOTICE OF CONFIDENTlALiT^ RIGHiT&i A NATURAL PERSON MAY REMOVE OR
STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION BEFORE IT IS FILED
IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR
DRIVER'S LICENSE NUMBER.

XTO REV PROD 88 (7-69) PAID UP ((VW17/07JB

OIL, GAS AND MINERAL LEASE

THIS AGREEMENT made this *7 day of /y 200lfbetween Ron D. Heath, a single person, Lessor (whether one or more},
whose address is: 41 6 Deer Creek Road. Everman. TX 76140. and XTO Energy Inc., whose address is: 810 Houston St„ Fort Worth, Texas 76102,
Lessee, WITNESSETH:

1 . Lessor, in consideration of ten dollars and other valuable consideration, receipt of which is hereby acknowledged, and of the covenants and
agreements of Lessee hereinafter contained, does hereby grant, lease and let unlo Lessee the land covered hereby for the puiposes and with the
exclusive right of exploring, drilling, mining and operating for, producing and owning oil, gas, sulphur and all other minerals (whether or not similar to
those mentioned), together with the right to make surveys on said land, lay pipe lines, establish and utilize facilities for surface or subsurface
disposal of salt water, construct roads and bridges, dig canals, build tankst power stations, telephone lines, employee houses and other structures
on said Eand. necessary or useful in Lessee's operations in exploring, dnlling for, producing, treating, storing and transporting minerals produced
from the land covered hereby or any other land adjacent thereto. The (and covered hereby, nerein called "said land," is located in the County of
Tarrant . State of Texas, and is described as follows:

Lot 16, Block 9, of Chambers Creek Addition, a Subdivision in Block 24, Shelby County Land Survey, an Addition to the City of
Everman, Tarrant County, Texas, according to the plat thereof recorded in Volume 388-38, Page 10, Plat Records, Tarrant County,

Texas.

This lease also covers and includes, in addition to that above described, alf land, if any, contiguous or adjacent to or adjoining the land above
described and (a) owned or claimed by Lessor by limitation, prescription, possession, reversion, after-acquired title or unrecorded instrument or (b)
as to which Lessor has a preference right of acquisition. Lessor agrees to execute any supplemental instrument requested by Lessee for a more
complete or accurate description of saia land. For the purpose of determining the amount of any bonus or other payment hereunder, said land shall
be deemed to contain .2351 acres, whether actually containing more or less, and the above recital of acreage in any tract shall be deemed to be
the true acreage Ihereof. Lessor accepts the bonus as lump sum consideration for this lease and all rights and options hereunder.

2. Unless sooner terminated or longer kept in force under other provisions hereof, this lease shall remain in force for a term of three (3)
years from the dale hereof, hereinafter called primary term," and as long thereafter as operations, as hereinafter defined, are conducted upon
said land with no cessation for more than ninety (90) consecutive days.

3. As royalty, Lessee covenants and agrees: (a) To deliver to the credit of Lessor, in the pipe line to which Lessee may connect its wells, the equal
1/4(25%) part of ail oil produced andsaved by Lessee from said land, or from time to time, at the option of Lessee, to pay Lessor the average
posted market price of such 1/4 (25%) part of such oil at the wells as of the day it is run to the pipe line or storage tanks, Lessor's interest, in
either case, to bear 1/4(25%T of the cost of treating oil to render ft marketable pipe line oil; (b) To pay Lessor on gas and casinghead gas
produced from said land (l)when sold by Lessee, 1/4 (25%) of the amount realized by Lessee, computed at the mourn of the well, or (2) when
used by Lessee off said land or fn the manufacture of gasoline or other products, the market value, at the mouth of the welt, of 1/4 (25%) of
such gas and casinghead gas; (c) To pay Lessor on all other minerals mined and marketed or utilized by Lessee from said land, one-tenth either in
kind or value at the well or mine at Lessee's election, except that on sulphur mined and marketed the royalty shall be one dollar ($1 .00) per long
ton. If, at the expiration of the primary term or at any time or times thereafter, there is any well on said [and or on lands with which said land or
any portion thereof has been pooled, capable of producing aD or gas, and all such wells are shut-in, this lease shall, nevertheless, continue in
force as though operations were being conducted on said [and for so long as said wells are shut-En, and thereafter this lease may be continued En
force as if no shut-in had occurred. Lessee covenants and agrees to use reasonable diligence to produce, utilize, or market the minerals capable
of being produced from said wells, but in the exercise of such diligence, Lessee shall nor be obligated to install or furnish facilities other than well
facilities and ordinary lease facilities of flow Ones, separator, and lease tank, and shall not be required to settle labor trouble or to market gas upon
terms unacceptable to Lessee, If, at any time or times after the expiration of the primary term, all such wells are shut-in for a period of ninety
consecutive days, and during such time there are no operations on said land, then at or "before the expiration of said ninety day period, Lessee
shall pay or tender, by check or draft of Lessee, as royalty, a sum equal to one dollar ($1 .00) for each acre of land then covered hereby. Lessee
shall make like payments or tenders at or before the end of each anniversary of the expiration of said ninety day period if upon such anniversary
this lease is being continued in force solely by reason of the provisions of this paragraph. Each such payment or tender shall be made to the
parties who at the time of payment would be entitled to receive the royalties which would be paid under this lease if the wells were producing,
and may be deposited in such bank as directed by Lessor, or its successors, which shall continue as the depositories, regardless of changes in
the ownership of shut-in royalty. If at any time that Lessee pays or tenders shut-in royalty, two or more parties are, or claim to be, entitled to
receive same. Lessee may, in lieu of any other method of payment herein provided, pay or tender such shut-in royalty, in the manner above
specified, either jointly to such parties or separately to each in accordance with their respective ownerships thereof, as Lessee may elect Any
payment hereunder may be made by check or draff of Lessee deposited in the mail or delivered to the party entitled to receive payment or to a
depository bank provided for above on or before the last date for payment. Nothing herein shall impair Lessee's right to release as provided in
paragraph 5 hereof. In the event of assignment of this lease in whole or in part liability for payment hereunder shairrest exclusively on the then
owner or owners of this lease, severally as to acreage owned by each.

4. Lessee is hereby granted the right, at its option, to pool or unitize any Eand covered by this lease with any other land covered by this Tease,
and/or with any olher land, lease, or leases, as to any or all minerals or horizons, so as to establish units containing not more than 80 surface acres,
plus 10% acreage tolerance; provided, however, units may be established as to any one or more horizons, or existing units may be enlarged as to
any one or more horizons, so as to contain not more than 640 surface acres plus 1u% acreage tolerance, if fimited to one or more of the following:
[1) gas, other than casinghead gas, (2) liquid hydrocarbons (condensate) which are not liquids in the subsurface reservoir, (3) minerals produced
from wells classified as gas wells by the conservation agency having jurisdiction. If larger units than any of those herein permitted, either at the
time established, or after enlargement are permitted or required under any governmental ruEe or order, for the drilling or operation of a well at a
regular location, or tor obtaining maximum allowable from any well to be drilled, drilling, or already drilled, any such unit may be established or
enlarged to conform to the size permitted or required by such governmental order or rule. Lessee shall exercise said option as to each desired unit
by executing an instrument identifying such unit and filing it for record in the public office fn which this lease is recorded. Such unit shall become
effective as of the date provided tor in said instrument or instruments but if said instnjment or instruments make no such provision, then such unit
shall become effective on the date such instnjment or instruments are so filed of record. Each of said options may be exercised by Lessee at any
time and from time to time while this lease is in force, and whether before or after operations or production hasbeen establfshed either on said
land or on the portion of said land included in the unit, or on other land unitized therewith. A unit established hereunder shall be valid and effective
for all purposes of this lease even though there may be mineral, royalty, or leasehold interests in lands within the unit which are not effectively
pooted or unitized. Any operations conducted on any part of such unitized land shall be considered, for ail pumoses, except the payment of
royaEty. operations conducted upon said fand under this lease. There shall be allocated to the land covered by this lease within each sucn unEt (or
to each separate tract within the unit if this lease covers separate tracts within the unit) that proportion of the total production of unitized
minerals from the unit after deducting any used in lease or unit operations, which the number of surface acres in such fand (or in each such
separate tract) covered by this lease within the unit bears to the total number of surface acres in the unit, and the production so allocated shall be
considered for all purposes, including payment or delivery of royalty, overriding royalty and any other payments out of production, to be the entire
production of unitized minerals from the fand to which allocatedin the same manner as though produced therefrom under the terms of this lease.
The owner of the reversionary estate of any term royalty or mineral estate agrees that the accrual of royalties pursuant to this paragraph or of
shut-in royalties from a well on the unit shad satisfy any limitation of term requiring production of oil or gas. The formation of any unit nereunder
which includes land not covered by this lease shall not have the effect of exchanging or transferring any interest under this lease (including, without
limitation, any shut-in royally which may become payable under this lease) between parties owning interests in land covered by this lease and
parties owning interests sn land not covered by this lease. Neither shall it impair the right of Lessee to release as provided in paragraph 5 hereof,
except that Lessee may not so release as to lands within a unit while there are operations thereon for unitized minerals unless aflpooled leases
are released as to lands within the unit At any time while this lease is in force Lessee may dissolve any unit established hereunder by filing for
record in the public office where this lease is recorded a declaration to that effect, if at that time there is no unitized minerals being produced from
such unit Any unit formed may be amended, re-formed, reduced or enlarged by Lessee at its election at any time and from time to time after the
original forming thereof by fifing an appropriate instrument of record in the public office in which the pooled acreage Is located. Subject to the
provisions of this paragraph 4, a unit once established hereunder shall remain In force so long as any lease subject thereto shall remain in force. If
this lease now or hereafter covers separate tracts, no pooling or unitization of royalty interests as between any such separate tracts is intended
or shalf be Implied or result merely from tne inclusion of such separate tracts within this lease but Lessee shall nevertheless have the right to
pool or unitize as provided in this paragraph 4 with consequent allocation of production as herein provided. As used in this paragraph 4, the

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5. Lessee may at any time and from lime to time execute and deliver to Lessor or file for record a release or releases of this lease as to any
part or all of said land or of any mineral or horizon thereunder, and thereby be relieved of all obligations, as to the released acreage or interest.

6. Whenever used in this lease the word "operations" shall mean operations for and/or any of the following,: preparing the drillsite location or
access road, drilling, testing, completing, reworking, recompleting, deepening, sidetracking, plugging back or repairing of a well in search for or in
an endeavor to obtain production of oil, gas, sulphur or other minerals, excavating a mine, production of oil, gas, sulphur or other mineral, whether
or not in paying quantities.

7. Lessee shall have the use, free from royalty, of water, other than from Lessor's water wells, and of oil and gas produced from said land in ail
operations hereunder Lessee shall have the right at any time to remove all machinery and fixtures placed on said land, including the right to draw
and remove casing. No well shall be drilled nearer than 20D feet to the house or barn now on said land without the consent of the Lessor. Lessee
shall pay for damages caused by its operations to growing crops and timber on said land.

8. The rights and estate of any party hereto may be assigned from time to time in whole or in part and as to any mineral or horizon. All of the
covenants, obligations, and considerations of this lease shalfextend to and be binding upon the parties hereto, their heirs, successors, assigns,

and successive assigns. Wo change or division in the ownership of said land, royalties, or other moneys, or any part thereof, howsoever effected'
shall increase the obligations or diminish the rights of Lessee, including, but notllmited to. the location and drilling of wells and the measurement
of production. Notwithstanding any other actual or constructive knowledge or notice thereof of or to Lessee, its successors or assigns no
change or division In the ownership of said land or of the royalties, or other moneys, or the right to receive the same, howsoever effected shall
be binding upon the then record owner of this (ease until sixty (60) days afterthere has been furnished to such record owner at his or its principal
place of business by Lessor or Lessors heirs, successors, or assigns, notice of such change or division, supported by either originals or duly
certified copies of the instruments which have been property fifed for record and which evidence such change or division, and of such court
records and proceedings transcripts, or other documents as shall be necessary in the opinion of such reconf owner to establish the validity of
such change or division. If any such change in ownership occurs by reason of the death of the owner, Lessee may, nevertheless pay or tender
such royatties, or other moneys, or part thereof, to the credit of the decedent in a depository bank provided for above.

9. In the event Lessor considers that Lessee has not complied with all its obligations hereunder, both express and implied, Lessor shall notify
Lessee in wnfang. setting put specifically in what respects Lessee has breached this contract Lessee shall then have sixty (60) days after receipt
of said nobce within which to meet or commence to meet all or any part of the breaches alleged by Lessor. The service of said notice shall be
precedent to the bnnging of any action by Lessor on said lease for any cause, and no such action shall be brought until the lapse of sixty (60) days
after service of such notice on Lessee. Neither the service of said notice nor the doing of any acts by Lessee aimed to meet all or any of the
alleged breaches shall be deemed an admission or presumption that Lessee has tailed to perform all its obligations hereunder. If this tease is
canceled for any cause, it shall nevertheless remain in force and effect as to (1) sufficient acreage around each well as to which there are operations
to constitute a drilling or maximum allowable unit under applicable governmental regulations, (but in no event less that forty acres), such acreage
to be designated by Lessee as nearfy as practicable in the form of a square centered at the well, or in such shape as then existing spacing rules
require; and (2) any part of sard land included En a pooled unit on which there are operations. Lessee shall also have such easements on said fand
as are necessary to operations on the acreage so retained and shall not be required to move or remove any existing surface facilities necessary
or convenient for current operations.

10. Lessor hereby warrants and agrees to defend title to said land against the claims of all persons whomsoever. Lessor's riqhts and
interests hereunder shall be charged pnmarily with any mortgages, taxes or other liens, or interest and other charges on said land but Lessor
agrees that Lessee shall have the right at any lime to pay or reduce same for Lessor, either before or after maturity, and be subrogated to the
ngnts or the holder thereof and to deduct amounts so paid from royalties or other payments payable or which may become payable to Lessor
and/or assigns under this lease. If this lease covers a less interest in the oil, gas, sulphur, or other minerals in all or any part of said land than the
entire and undivided fee simple estate (whether Lessor's interest is herein specified or not), or no interest therein, then the royalties and other
moneys accruing tram any part as to which this [ease covers less than such fuEl interest shall be paid only in the proportion which the interest
therein, If an* covered by fliis lease, bears to the whale and undivided fee sfmpte estate therein. All royalty Interest covered by this lease (whether
or not towned by Lessor) shall be paid out of the royalty herein provided. This lease shall be binding upon each party who executes it without
regard to whether it is executed by alt those named herein as Lessor.

11. If, while this lease is in force, at, or after the expiration of the primary term hereof, it is not being continued in force by reason of the shut-in
well provisions of paragraph 3 hereof, and Lessee is not conducting operations on said land by reason of (1) any law. order, rute or regulation
(whether or not subsequently determined to be invalid) or (2) any other cause, whether similar or dissimilar, (except financial) beyond the
reasonable, control of Lessee, the primary term hereof shall be extended until the first anniversary date hereof occurring ninety (90) or more
days following the removal of such delaying cause, and this [ease may be extended thereafter by operations as if such delay had not occurred.

12. Lessor agrees that this lease covers and includes any and all of Lessor's rights in and to any existing welt(s) and/or wellborefe) on said
land, other than existing water wells, and for all purposes of this lease the re-entry and use by Lessee of any existing well and/or wellbore shall be
deemed the same as the dnlling of a new well.

t t 1 3. Notwithstanding anything to the contrary contained in this lease, at the option of Lessee, which may be exercised by Lessee
giving notice to Lessor, a well which has been drilled and Lessee intends to frac shall be deemed a well capable of producing in payinq
quanffties and the date such well is shut-in shall be when the drilling operations are completed.

14. As a result of land development in the vicinity of said land, governmental rules or ordinances regarding well sites, and/or surface
restnctions as may be set forth in this lease and/or other teases in the vicinity, surface locations for well sites in the vicinity may be limited

provided that such operations are associated with a directional well for the purpose of drilling, reworking, producing or other operations
under sard land or lands pooled therewith, shall for purposes of this lease be deemed operations conducted on said land Nothing
contained in this paragraph is intended to modify any surface restrictions or pooling provisions or restrictions contained in this lease
except as expressly stated.

IN WITNESS WHEREOF, this instrument is executed on the date first above written.

Ron D. Heath

STATE OF TEXAS

}

COUNTY OF TARRANT }

}ss.

This instrument was acknowledged before me on the

Signature

My commission expin

Seal:

i^Sfe. NATHAN VAN HOFWEGEK

nWi^n Notary PubricSraiB of Texas
* . ma . . My Commission Expired

January 3T. 2010

Printed

Notary Public